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BEAT first 5 ingredients with mixer until blended.
CUT each cake horizontally into 2 layers. Stack on plate, spreading 3/4 cup frosting between each layer. Frost top and side with remaining frosting.
MICROWAVE chocolate and COOL WHIP in microwaveable bowl on HIGH 2 min. or until chocolate is completely melted and mixture is well blended, stirring after each minute. Cool 15 min.; spread over top of cake, allowing excess to drizzle down side. Keep refrigerated.